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EXHIBIT 99.4
Pricing Agreement
XXXXXXX, XXXXX & CO.
BEAR, XXXXXXX & CO. INC.
XXXXXX XXXXXXX & CO. INCORPORATED
CHASE SECURITIES INC.
XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX
INCORPORATED
XXXXXXX XXXXX BARNEY INC.
as representatives of the several
Underwriters named in Schedule I hereto,
c/o Goldman, Xxxxx & Co.
00 Xxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
December 11, 1998
Ladies and Gentlemen:
XXXXXX X. XXXXXXX & SONS, INC., an Indiana corporation (the "Company"),
proposes, subject to the terms and conditions stated herein and in the
Underwriting Agreement General Terms and Conditions attached hereto, to issue
and sell to the Underwriters named in Schedule I hereto (the "Underwriters") the
securities specified in Schedule II hereto (the "Designated Securities"). The
Designated Securities will be guaranteed (the "Guarantees") as to payment of
principal and interest, if any, by THE SEAGRAM COMPANY LTD., a Canadian
corporation (the "Guarantor"). Each of the provisions of the Underwriting
Agreement General Terms and Conditions is incorporated herein by reference in
its entirety, and shall be deemed to be a part of this Agreement to the same
extent as if such provisions had been set forth in full herein; and each of the
representations and warranties set forth therein shall be deemed to have been
made at and as of the date of this Pricing Agreement. Each reference to the
Representatives herein and in the provisions of the Underwriting Agreement
General Terms and Conditions so incorporated by reference shall be deemed to
refer to you. Terms defined in the Underwriting Agreement General Terms and
Conditions are used herein as therein defined. The Representatives designated to
act on behalf of each of the Underwriters of the Designated Securities pursuant
to Section 12 of the Underwriting Agreement General Terms and Conditions and the
address of the Representatives referred to in such Section 12 are set forth in
Schedule II hereto.
Subject to the terms and conditions set forth herein and in the
Underwriting Agreement General Terms and Conditions incorporated herein by
reference, the Company agrees to issue and sell to each of the Underwriters, and
each of the Underwriters agrees, severally and not jointly, to purchase from the
Company, at the time and place and at the purchase price to the Underwriters set
forth in Schedule II hereto, the principal amount of Designated Securities set
forth opposite the name of such Underwriter in Schedule I hereto, less the
principal amount of Designated Securities covered by Delayed Delivery Contracts,
if any, as may be specified in such Schedule II.
This Agreement may be executed by any one or more of the parties hereto
in any number of counterparts, each of which shall be deemed to be an original,
but all such counterparts shall together constitute one and the same instrument.
If the foregoing is in accordance with your understanding, please sign
and return to us ten counterparts hereof, and upon acceptance hereof by you, on
behalf of each of the Underwriters, this letter and such acceptance hereof,
including the provisions of the Underwriting Agreement General Terms and
Conditions incorporated herein by reference, shall constitute a binding
agreement between each of the Underwriters and the Company. It is understood
that your acceptance of this letter on behalf of each of the Underwriters is or
will be pursuant to the authority set forth in a form of Agreement among
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Underwriters, the form of which shall be submitted to the Company for
examination, upon request, but without warranty on the part of the
Representatives as to the authority of the signers thereof.
Very truly yours,
XXXXXX X. XXXXXXX & SONS, INC.
By: /s/ Xxxx Xxxxxxx
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Name: Xxxx Xxxxxxx
Title: Vice President and Treasurer
Accepted as of the date hereof:
XXXXXXX, SACHS & CO.
BEAR, XXXXXXX & CO. INC.
XXXXXX XXXXXXX & CO. INCORPORATED
CHASE SECURITIES INC.
XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX
INCORPORATED
XXXXXXX XXXXX BARNEY INC.
/s/ Xxxxxxx, Xxxxx & Co.
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(Xxxxxxx, Sachs & Co.)
On behalf of themselves and of each of the Underwriters
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SCHEDULE I
Principal Principal
Principal Principal Principal Principal Amount of Amount of
Amount of Amount of Amount of Amount of 2018 2028
2001 Notes 2003 Notes 2005 Notes 2008 Notes Debentures Debentures
Underwriter
Xxxxxxx, Xxxxx & Co............ 270,050,000 179,850,000 224,295,000 202,400,000 393,800,000 315,150,000
Bear, Xxxxxxx & Co. Inc........ 72,000,000 48,000,000 56,640,000 54,000,000 105,000,000 84,000,000
Xxxxxx Xxxxxxx & Co.
Incorporated................... 72,000,000 48,000,000 56,640,000 54,000,000 105,000,000 84,000,000
Chase Securities Inc........... 42,000,000 28,000,000 33,250,000 31,500,000 61,250,000 49,000,000
Xxxxxxx Lynch, Pierce,
Xxxxxx & Xxxxx
Incorporated................... 42,000,000 28,000,000 33,250,000 31,500,000 61,250,000 49,000,000
Xxxxxxx Xxxxx Barney Inc....... 42,000,000 28,000,000 33,250,000 31,500,000 61,250,000 49,000,000
ABN AMRO Incorporated.......... 5,450,000 3,650,000 3,425,000 4,100,000 7,950,000 6,350,000
Xxxxxxx Xxxxx Securities
Inc........................... 5,450,000 3,650,000 3,425,000 4,100,000 7,950,000 6,350,000
BNY Capital Markets, Inc....... 5,450,000 3,650,000 3,425,000 4,100,000 7,950,000 6,350,000
Commerzbank Capital
Markets Corporation............ 5,450,000 3,650,000 3,425,000 4,100,000 7,950,000 6,350,000
Credit Suisse First Boston
Corporation.................... 5,450,000 3,650,000 3,425,000 4,100,000 7,950,000 6,350,000
Deutsche Bank Securities
Inc............................ 5,450,000 3,650,000 3,425,000 4,100,000 7,950,000 6,350,000
Dresdner Kleinwort Xxxxxx
North America LLC.............. 5,450,000 3,650,000 3,425,000 4,100,000 7,950,000 6,350,000
HSBC Securities Inc............ 5,450,000 3,650,000 3,425,000 4,100,000 7,950,000 6,350,000
Scotia Capital Markets
(USA) Inc...................... 5,450,000 3,650,000 3,425,000 4,100,000 7,950,000 6,350,000
XX Xxxxx Securities
Corporation.................... 5,450,000 3,650,000 3,425,000 4,100,000 7,950,000 6,350,000
------------ ---------- ---------- ---------- ---------- ----------
TD Securities (USA)
Inc........................... 5,450,000 3,650,000 3,425,000 4,100,000 7,950,000 6,350,000
------------ ---------- ---------- ---------- ---------- ----------
Total $600,000,000 $400,000,000 $475,000,000 $450,000,000 $875,000,000 $700,000,000
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SCHEDULE II
Title of Designated Securities:
6.250 % Senior Notes due 2001 (the "2001 Notes")
6.400% Senior Notes due 2003 (the "2003 Notes")
6.625 % Senior Notes due 2005 (the "2005 Notes")
6.800 % Senior Notes due 2008 (the "2008 Notes")
7.500 % Senior Debentures due 2018 (the "2018 Debentures")
7.600 % Senior Debentures due 2028 (the "2028 Debentures")
Aggregate Principal Amount of Designated Securities:
$600,000,000 2001 Notes
$400,000,000 2003 Notes
$475,000,000 2005 Notes
$450,000,000 2008 Notes
$875,000,000 2018 Debentures
$700,000,000 2028 Debentures
Form and Denominations:
Global Securities registered in the name of The Depository Trust
Company or its nominee.
Price to Public:
99.798% of the principal amount of the 2001 Notes, plus accrued interest from December 16, 1998, if any.
99.621% of the principal amount of the 2003 Notes, plus accrued interest from December 16, 1998, if any.
99.609% of the principal amount of the 2005 Notes, plus accrued interest from December 16, 1998, if any.
99.543% of the principal amount of the 2008 Notes, plus accrued interest from December 16, 1998, if any.
99.826% of the principal amount of the 2018 Debentures, plus accrued interest from December 16, 1998, if any.
99.801% of the principal amount of the 2028 Debentures, plus accrued interest from December 16, 1998, if any.
Purchase Price by Underwriters:
99.398% of the principal amount of the 2001 Notes, plus accrued interest from December 16, 1998, if any.
99.021% of the principal amount of the 2003 Notes, plus accrued interest from December 16, 1998, if any.
98.984% of the principal amount of the 2005 Notes, plus accrued interest from December 16, 1998, if any.
98.893% of the principal amount of the 2008 Notes, plus accrued interest from December 16, 1998, if any.
98.951% of the principal amount of the 2018 Debentures, plus accrued interest from December 16, 1998, if any.
98.926% of the principal amount of the 2028 Debentures, plus accrued interest from December 16, 1998, if any.
Specified Method and Funds for Payment of Purchase Price:
By wire transfer in immediately available funds.
Indenture:
Indenture, dated as of September 15, 1991, among the Company, the
Guarantor and The Bank of New York, as Trustee.
Time of Delivery:
9:30 a.m., New York City time, on December 16, 1998.
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Closing Location:
Xxxxxxxx & Xxxxxxxx, 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000-0000.
Name and Address of Representatives:
Xxxxxxx, Sachs & Co.
Address for Notices, etc.:
Xxxxxxx, Xxxxx & Co.
00 Xxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Registration Department
Depositary:
The Depository Trust Company
Securities Exchange:
None.
Delayed Delivery:
None
Maturity:
December 15, 2001 for the 2001 Notes
December 15, 2003 for the 2003 Notes
December 15, 2005 for the 2005 Notes
December 15, 2008 for the 2008 Notes
December 15, 2018 for the 2018 Debentures
December 15, 2028 for the 2028 Debentures
Interest Rate:
6.250% with respect to the 2001 Notes
6.400% with respect to the 2003 Notes
6.625% with respect to the 2005 Notes
6.800% with respect to the 2008 Notes
7.500% with respect to the 2018 Debentures
7.600% with respect to the 2028 Debentures
Interest Payment Dates:
June 15 and December 15
Redemption Provisions:
The 2001 Notes, 2003 Notes, 2005 Notes, 2008 Notes, 2018 Debentures and
2028 Debentures will not be redeemable prior to maturity.
Sinking Fund Provisions:
No sinking fund provisions
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Guarantees:
The Designated Securities shall be guaranteed as to payment of
principal and interest by The Seagram Company Ltd.
Defeasance:
The provisions of Section 1008 of the Indenture relating to defeasance
shall apply to the Designated Securities.
Other Terms:
The provisions of Section 1006 of the Indenture relating to the
negative pledge shall apply to the Designated Securities.
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